It's 1820's. Elias "Big Eli" Wakefield (Burt Lancaster) is headed for Texas with his son "Little Eli". He's leaving Kentucky away from feuding families. He gets arrested and Hannah Bolen takes care of Little Eli. Two Frome men arrive to kill him. Hannah overhears them and breaks Elias out of jail. She's also escaping bondage and joins the two Wakefields. They only escape after Elias surrender his life savings. With his money gone, Elias joins his older brother Zack Wakefield who puts him to work. He makes an enemy in Stan Bodine (Walter Matthau) and makes a friend in school teacher Susie Spann.

This is romantic melodrama at its best and full of sacrifices. It is most notable for Burt Lancaster as not only the leading man but also one of his few directing efforts. I can't say that he shows any particular directing skills but the movie functions well. If it needs anything, it needs to show more of Elias' mountainman skills. That would pay off as he struggles between civilization and the frontier world. This love triangle is the most endearing. There are no rotten corners in this triangle. In the end, it is a struggle within Elias. I also have to say that I have never seen a man run across water like that gun fight. All in all, this is a great little romantic thriller.